Document_and_Entity_Informatio
Document and Entity Information (USD $) | 3 Months Ended | |
Mar. 31, 2014 | 1-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Esperion Therapeutics, Inc. | ' |
Entity Central Index Key | '0001434868 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 15,394,226 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Listing, Par Value Per Share | $0.00 | ' |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $48,638 | $56,537 |
Short-term investments | 8,064 | 3,525 |
Prepaid clinical development costs | 1,257 | 196 |
Other prepaid and current assets | 320 | 362 |
Total current assets | 58,279 | 60,620 |
Property and equipment, net | 360 | 81 |
Intangible assets | 56 | 56 |
Investments | 11,528 | 17,537 |
Total assets | 70,223 | 78,294 |
Current liabilities: | ' | ' |
Accounts payable | 2,098 | 2,232 |
Accrued clinical development costs | 526 | 884 |
Other accrued liabilities | 564 | 1,087 |
Total current liabilities | 3,188 | 4,203 |
Total liabilities | 3,188 | 4,203 |
Commitments and contingencies (Note 5) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value; 5,000,000 shares authorized as of March 31, 2014 and December 31, 2013; no shares issued or outstanding at March 31, 2014 and December 31, 2013 | ' | ' |
Common stock, $0.001 par value; 120,000,000 shares authorized as of March 31, 2014 and December 31, 2013; 15,394,226 shares issued and 15,379,311 outstanding at March 31, 2014 and 15,357,413 shares issued and 15,340,710 outstanding at December 31, 2013 | 15 | 15 |
Additional paid-in capital | 142,954 | 142,142 |
Accumulated other comprehensive income | 3 | -3 |
Deficit accumulated during the development stage | -75,937 | -68,063 |
Total stockholders' equity | 67,035 | 74,091 |
Total liabilities and stockholders' equity | $70,223 | $78,294 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 15,394,226 | 15,357,413 |
Common stock, shares outstanding | 15,379,311 | 15,340,710 |
Condensed_Statements_of_Operat
Condensed Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 74 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 |
Condensed Statements of Operations and Comprehensive Loss | ' | ' | ' |
Grant income | ' | ' | $244 |
Operating expenses: | ' | ' | ' |
Research and development | 5,400 | 2,093 | 48,828 |
General and administrative | 2,490 | 1,251 | 20,684 |
Acquired in-process research and development | ' | ' | 86 |
Total operating expenses | 7,890 | 3,344 | 69,598 |
Loss from operations | -7,890 | -3,344 | -69,354 |
Interest expense | ' | -828 | -4,321 |
Change in fair value of warrant liability | 0 | -42 | -2,554 |
Other income (expense), net | 16 | -25 | 292 |
Net loss | -7,874 | -4,239 | -75,937 |
Net loss per common share (basic and diluted) (in dollars per share) | ($0.51) | ($12.24) | ' |
Weighted-average shares outstanding (basic and diluted) | 15,369,055 | 346,478 | ' |
Other comprehensive income: | ' | ' | ' |
Unrealized gain on investments | 3 | ' | ' |
Total comprehensive loss | ($7,871) | ($4,239) | ' |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 3 Months Ended | 74 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 |
Operating activities | ' | ' | ' |
Net loss | ($7,874) | ($4,239) | ($75,937) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation expense | 12 | 32 | 1,460 |
Amortization of debt discount and beneficial conversion | ' | 459 | 576 |
Amortization of debt issuance costs | ' | 19 | 34 |
Amortization of premiums and discounts on investments | 53 | ' | 100 |
Revaluation of warrants | 0 | 42 | 2,554 |
Noncash interest expense on convertible notes | ' | 351 | 3,726 |
Write-off of acquired in-process research and development | ' | ' | 86 |
Stock-based compensation expense | 741 | 55 | 2,225 |
Common stock issued in license agreement | ' | ' | 4 |
Loss related to assets held for sale | 6 | 27 | 329 |
(Gain)/Loss on sale of assets | 11 | -1 | -155 |
Changes in assets and liabilities: | ' | ' | ' |
Prepaids and other assets | -1,028 | -656 | -1,537 |
Accounts payable | -159 | 450 | 2,073 |
Other accrued liabilities | -866 | 834 | 1,030 |
Net cash used in operating activities | -9,104 | -2,627 | -63,432 |
Investing activities | ' | ' | ' |
Purchases of investments | -3,000 | ' | -59,246 |
Proceeds from sales/maturities of investments | 4,426 | ' | 39,446 |
Cash obtained in stock acquisition | ' | ' | 2,500 |
Proceeds from sale of assets | ' | 1 | 952 |
Purchase of property and equipment | -273 | ' | -572 |
Other investing | ' | ' | 51 |
Net cash (used in) provided by investing activities | 1,153 | 1 | -16,869 |
Financing activities | ' | ' | ' |
Proceeds from initial public offering, net of issuance costs | ' | ' | 72,194 |
Proceeds from issuance of preferred stock, net of issuance costs | ' | ' | 40,799 |
Proceeds from exercise of common stock options | 52 | ' | 236 |
Proceeds from warrant issuance | ' | ' | 298 |
Proceeds from debt issuance with related parties | ' | ' | 15,412 |
Net cash provided by financing activities | 52 | ' | 128,939 |
Net increase (decrease) in cash and cash equivalents | -7,899 | -2,626 | 48,638 |
Cash and cash equivalents at beginning of period | 56,537 | 6,512 | ' |
Cash and cash equivalents at end of period | 48,638 | 3,886 | 48,638 |
Convertible promissory note | ' | ' | ' |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Conversion of convertible promissory notes, including accrued interest of $923 into Series A preferred stock | ' | 16,623 | 16,623 |
Pfizer note | ' | ' | ' |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Conversion of convertible promissory notes, including accrued interest of $923 into Series A preferred stock | ' | ' | $7,803 |
Condensed_Statements_of_Cash_F1
Condensed Statements of Cash Flows (Parenthetical) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Convertible promissory note | ' |
Conversion of convertible promissory notes into preferred stock, accrued interest | $923 |
Pfizer note | ' |
Conversion of convertible promissory notes into preferred stock, accrued interest | $274 |
The_Company_and_Basis_of_Prese
The Company and Basis of Presentation | 3 Months Ended | |||
Mar. 31, 2014 | ||||
The Company and Basis of Presentation | ' | |||
The Company and Basis of Presentation | ' | |||
1. The Company and Basis of Presentation | ||||
The Company is a clinical stage biopharmaceutical company focused on developing and commercializing first in class, oral, low density lipoprotein cholesterol (LDL-C) lowering therapies for the treatment of patients with hypercholesterolemia and other cardiometabolic risk markers. ETC-1002, the Company’s lead product candidate, is a unique, first in class, orally available, once daily small molecule designed to lower LDL-C levels and avoid the side effects associated with currently available LDL-C lowering therapies. ETC-1002 is being developed primarily for patients intolerant of statins with elevated levels of LDL-C. Phase 2b clinical trials for ETC-1002 are currently underway and build upon a successful and comprehensive Phase 1 and Phase 2 program. The Company owns the exclusive worldwide rights to ETC-1002 and its other product candidates. | ||||
HDL Therapeutics, Inc. (HDL) was incorporated in the state of Delaware on January 22, 2008. On April 28, 2008, HDL acquired all of the capital stock of Esperion Therapeutics, Inc. (Esperion), a wholly owned subsidiary of Pfizer Inc. On May 5, 2008, Esperion was merged with and into HDL and the Company assumed the name Esperion Therapeutics, Inc. (the Company). Its facilities are located in Ann Arbor and Plymouth, Michigan. | ||||
The Company’s primary activities since incorporation have been recruiting personnel, conducting research and development activities, including nonclinical and clinical testing, performing business and financial planning, and raising capital. Accordingly, the Company is considered to be in development stage. | ||||
The Company is subject to the risks associated with a development stage entity, which includes the need to research, develop, and clinically test potential therapeutic products; obtain regulatory approvals for its products and commercialize them, if approved; expand its management and scientific staff; and finance its operations with an ultimate goal of achieving profitable operations. | ||||
The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future. Management plans to continue to finance operations with a combination of public and private equity issuances, debt arrangements, collaborations and strategic and licensing arrangements. If adequate funds are not available, the Company may not be able to continue the development of its current or future product candidates, or to commercialize its current or future product candidates, if approved. | ||||
Basis of Presentation | ||||
The accompanying condensed financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (GAAP). In the opinion of management, the Company has made all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2013 and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations for the interim periods are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. | ||||
Reverse Stock Split | ||||
On June 11, 2013, in connection with its initial public offering (the IPO), the Company effectuated a 1-for-6.986 reverse stock split of its outstanding common stock, which was approved by the Company’s board of directors on June 5, 2013. The reverse stock split resulted in an adjustment to the Series A preferred stock and Series A-1 preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying financial statements and notes to the financial statements give effect to the reverse stock split for all periods presented. The shares of common stock retained a par value of $0.001 per share. Accordingly, stockholders’ equity reflects the reverse stock split by reclassifying from “common stock” to “Additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the reverse stock split. | ||||
Initial Public Offering | ||||
On July 1, 2013, the Company completed its IPO whereby the Company sold 5,000,000 shares of common stock at a price of $14.00 per share. The shares began trading on the Nasdaq Global Market on June 26, 2013. On July 11, 2013, the underwriters exercised their over-allotment option in full and purchased an additional 750,000 shares of common stock at a price of $14.00 per share. The Company received approximately $72.2 million in net proceeds from the IPO, including proceeds from the exercise of the underwriters’ over-allotment option, net of underwriting discounts and commissions and offering expenses. Upon closing of the IPO, all outstanding shares of preferred stock converted into 9,210,999 shares of common stock; and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for 277,690 shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liability of $2.9 million to additional paid-in capital (See Note 4). | ||||
The following table summarizes the Company’s capitalization upon closing of its initial public offering: | ||||
Total common stock issued as of June 30, 2013 | 396,414 | |||
Conversion of Series A preferred stock into common stock upon closing of IPO | 8,244,781 | |||
Conversion of Series A-1 preferred stock into common stock upon closing of IPO | 966,218 | |||
Sales of common stock through IPO | 5,000,000 | |||
Common stock issued as of July 1, 2013 | 14,607,413 | |||
Issuance of common stock to underwriters due to exercise of over-allotment | 750,000 | |||
Total common stock issued as of July 11, 2013 | 15,357,413 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2014 | |
Debt | ' |
Debt | ' |
3. Debt | |
Convertible Notes | |
In January 2012, the Company issued $6.0 million of 10% convertible promissory notes to certain existing investors for cash. In September and November 2012, the Company issued the aggregate of $9.7 million of 10% convertible promissory notes that mature on September 4, 2013 for cash to certain existing investors. In connection with the September convertible note financing, the Company and the holders of the January 2012 convertible promissory notes agreed to extend the maturity date of the January 2012 notes to September 4, 2013. In February 2013, these convertible promissory notes, with an outstanding principal of $15.7 million and accrued interest of $0.9 million, were amended and then converted into 16,623,092 shares of Series A preferred stock, in accordance with their terms and at their conversion price of $1.00 per share, and following such conversion, the notes were cancelled. | |
The holders of the September convertible promissory notes received the benefit of a deemed conversion price of the September convertible promissory notes that were below the estimated fair value of the Series A convertible preferred stock at the time of their issuance. The fair value of this beneficial conversion feature was estimated to be $0.3 million. The fair value of this beneficial conversion feature was recorded to debt discount and amortized to interest expense using the effective interest method over the term of the convertible promissory notes. As a result of the conversion of the convertible promissory notes into shares of Series A preferred stock in February 2013, the Company recorded an accretion of the beneficial conversion feature of $0, $0.2 million and $0.3 million as interest expense during the three months ended March 31, 2014 and 2013, and the period from inception through March 31, 2014, respectively. | |
In connection with the issuance of the September and the November 2012 convertible promissory notes, the Company issued warrants to purchase shares of Series A preferred stock for an aggregate price of $9,700. The estimated fair value of the warrants at issuance was $0.3 million. The proceeds from the sale of the preferred stock and warrants were allocated with $9.4 million to the convertible promissory notes and $0.3 million to warrants. This resulted in a discount on the convertible promissory notes which was amortized into interest expense, using the effective interest method, over the life of the convertible promissory notes (see Note 4). As a result of the conversion of the convertible promissory notes into shares of Series A preferred stock in February 2013, the Company recorded $0, $0.2 million and $0.3 million of interest expense for the accretion of this discount during the three months ended March 31, 2014 and 2013, and the period from inception through March 31, 2014, respectively. | |
In April 2008, the Company acquired all of the capital stock of Esperion from Pfizer in exchange for a non-subordinated convertible note in the original principal amount of $5.0 million. This convertible promissory note had a maturity date of April 28, 2018. The note bore interest at 8.931% annually, payable semiannually on June 30 and December 31 by adding such unpaid interest to the principal of the note, which would thereafter accrue interest. | |
In May 2013 the Company entered into a stock purchase agreement with Pfizer Inc. and sold 6,750,000 shares of Series A-1 preferred stock at a price of $1.1560 per share, which was the fair value at the transaction date. The purchase price was paid through the cancellation of all outstanding indebtedness, including accrued interest, under the Pfizer convertible promissory note, which had an outstanding balance, including accrued interest, of $7.8 million as of May 29, 2013. The Series A-1 preferred stock issued in connection with this transaction was subsequently converted into 966,218 shares of common stock upon completion of the IPO on July 1, 2013. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2014 | |
Warrants | ' |
Warrants | ' |
4. Warrants | |
In connection with its various financing transactions, the Company issued warrants to purchase shares of preferred stock which had provisions where the underlying issuance was contingently redeemable based on events outside the Company’s control and were recorded as a liability in accordance with ASC 480-10. The warrants were classified as liabilities and were recorded on the Company’s balance sheet at fair value on the date of issuance and marked- to-market on each subsequent reporting period, with the fair value changes recognized in the statement of operations. Subsequent to the pricing of the IPO, the Company estimated the fair values of the warrants at each reporting period using a Black-Scholes option-pricing model, which is based, in part, upon subjective assumptions including but not limited to stock price volatility, the expected life of the warrants, the risk free interest rate and the fair value of the common stock underlying the warrants. The Company estimates the volatility of its stock based on public company peer group historical volatility that is in line with the expected remaining life of the warrants. The risk free interest rate is based on the U.S. Treasury zero-coupon bond for a maturity similar to the expected remaining life of the warrants. The expected remaining life of the warrants is assumed to be equivalent to their remaining contractual term. Prior to the pricing of the IPO, a Monte Carlo valuation model was utilized to estimate the fair value of the warrants based on the probability and timing of future financings. | |
The assumptions used in calculating the estimated fair market value at each reporting period prior to the closing of the Company’s IPO represent the Company’s best estimate, however, do involve inherent uncertainties. The estimated fair value of the warrants was determined using the Monte Carlo valuation model which totaled $0.3 million and was comprised of $0.1 million and $0.2 million as of and for the September and November 2012 financing, respectively, and was recorded as a discount on the related convertible promissory notes and amortized as interest expense over the term of the convertible promissory notes. Inherent in the Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its stock based on public company peer group historical volatility that is in line with the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon bond on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The Monte Carlo model was used prior to the closing of the Company’s IPO to appropriately value the potential future exercise price based on various exit scenarios. This requires Level 3 inputs which are based on the Company’s estimates of the probability and timing of potential future financings. | |
Upon the closing of the Company’s IPO, all warrants exercisable for 1,940,000 shares of Series A preferred stock, at an exercise price of $1.00 per share, were automatically converted into warrants exercisable for 277,690 shares of common stock, at an exercise price of $6.99 per share. As a result, the Company concluded the warrants outstanding no longer met the criteria to be classified as liabilities and were reclassified to additional paid-in capital at fair value on the date of reclassification. The 277,690 warrants outstanding as of March 31, 2014 expire in February 2018. During the three months ended March 31, 2014 and 2013, and the period from inception through March 31, 2014, the Company recognized a loss of $0, $42,000 and $2.6 million, respectively, relating to the change in the fair value of the warrant liability. |
Commitments_and_contingencies
Commitments and contingencies | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Commitments and contingencies | ' | ||||||||||||||||
Commitments and contingencies | ' | ||||||||||||||||
5. Commitments and contingencies | |||||||||||||||||
In August 2013, the Company entered into the second amendment to the operating lease agreement for its current office and laboratory facility in Plymouth, MI which extended the expiration date of the initial term from October 2013 to April 2014. The Company’s facility lease provides for a fixed monthly rent for the term of the lease and also provides for certain rent adjustments to be paid as determined by the landlord. The operating lease agreement was subsequently amended in May 2014 (See Note 12). | |||||||||||||||||
In February 2014, the Company entered into an operating lease agreement for its principal executive offices located in Ann Arbor, Michigan commencing in April 2014 with a term of 63 months. The Company’s lease provides for fixed monthly rent for the term of the lease, with monthly rent increasing every 12 months subsequent to the first three months of the lease, and also provides for certain rent adjustments to be paid as determined by the landlord. | |||||||||||||||||
The following table summarizes the Company’s future minimum payments as of March 31, 2014: | |||||||||||||||||
Total | Less than | 1-3 Years | 3-5 Years | More than | |||||||||||||
1 Year | 5 Years | ||||||||||||||||
(in thousands) | |||||||||||||||||
Operating leases | $ | 535 | $ | 93 | $ | 197 | $ | 209 | $ | 36 | |||||||
Total | $ | 535 | $ | 93 | $ | 197 | $ | 209 | $ | 36 |
Investments
Investments | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Investments | ' | |||||||||||||
Investments | ' | |||||||||||||
6. Investments | ||||||||||||||
The following table summarizes the Company’s cash equivalents and investments: | ||||||||||||||
March 31, 2014 | ||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||
Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||
Cash equivalents: | ||||||||||||||
Money market funds | $ | 357 | $ | — | $ | — | $ | 357 | ||||||
Short-term investments: | ||||||||||||||
U.S. treasury notes | 5,617 | 2 | — | 5,619 | ||||||||||
U.S. government agency securities | 2,446 | — | (1 | ) | 2,445 | |||||||||
Long-term investments: | ||||||||||||||
Certificates of deposit | 237 | — | — | 237 | ||||||||||
U.S. treasury notes | 5,526 | 7 | — | 5,533 | ||||||||||
U.S. government agency securities | 5,763 | — | (5 | ) | 5,758 | |||||||||
Total | $ | 19,946 | $ | 9 | $ | (6 | ) | $ | 19,949 | |||||
December 31, 2013 | ||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||
Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||
Cash equivalents: | ||||||||||||||
Money market funds | $ | 5,356 | $ | — | $ | — | $ | 5,356 | ||||||
Short-term investments: | ||||||||||||||
U.S. treasury notes | 2,071 | — | — | 2,071 | ||||||||||
U.S. government agency securities | 1,454 | — | — | 1,454 | ||||||||||
Long-term investments: | ||||||||||||||
Certificates of deposit | 238 | — | — | 238 | ||||||||||
U.S. treasury notes | 9,116 | 3 | (2 | ) | 9,117 | |||||||||
U.S. government agency securities | 8,187 | 1 | (5 | ) | 8,183 | |||||||||
Total | $ | 26,422 | $ | 4 | $ | (7 | ) | $ | 26,419 | |||||
At March 31, 2014 and December 31, 2013, remaining contractual maturities of available for sale investments classified as current on the balance sheet were less than 12 months, and remaining contractual maturities of available for sale investments classified as long term were less than two years. | ||||||||||||||
There were no unrealized gains or losses on investments reclassified from accumulated other comprehensive income to other income (expense) in the Statement of Operations during the three months ended March 31, 2014. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
7. Fair Value Measurements | ||||||||||||||
The Company follows accounting guidance that emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements are defined on a three level hierarchy: | ||||||||||||||
Level 1 inputs: | Quoted prices for identical assets or liabilities in active markets; | |||||||||||||
Level 2 inputs: | Observable inputs other than Level 1 prices, such as quoted market prices for similar assets or liabilities or other inputs that are observable or can be corroborated by market data; and | |||||||||||||
Level 3 inputs: | Unobservable inputs that are supported by little or no market activity and require the reporting entity to develop assumptions that market participants would use when pricing the asset or liability. | |||||||||||||
The following table presents the Company’s financial assets and liabilities that have been measured at fair value on a recurring basis: | ||||||||||||||
Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||
(in thousands) | ||||||||||||||
March 31, 2014 | ||||||||||||||
Assets: | ||||||||||||||
Money market funds | $ | 357 | $ | 357 | $ | — | $ | — | ||||||
Available for sale securities: | ||||||||||||||
Certificates of deposit | 237 | 237 | — | — | ||||||||||
U.S. treasury notes | 11,152 | 11,152 | — | — | ||||||||||
U.S. government agency securities | 8,203 | — | 8,203 | — | ||||||||||
Total assets at fair value | $ | 19,949 | $ | 11,746 | $ | 8,203 | $ | — | ||||||
December 31, 2013 | ||||||||||||||
Assets: | ||||||||||||||
Money market funds | $ | 5,356 | $ | 5,356 | $ | — | $ | — | ||||||
Available for sale securities: | ||||||||||||||
Certificates of deposit | 238 | 238 | — | — | ||||||||||
U.S. treasury notes | 11,188 | 11,188 | — | — | ||||||||||
U.S. government agency securities | 9,637 | — | 9,637 | — | ||||||||||
Total assets at fair value | $ | 26,419 | $ | 16,782 | $ | 9,637 | $ | — | ||||||
There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2014. | ||||||||||||||
Fair Value Measurements on a Nonrecurring Basis | ||||||||||||||
In addition to items that are measured at fair value on a recurring basis, the Company also measures assets held for sale at the lower of its carrying amount or fair value on a nonrecurring basis. During the three months ended March 31, 2014 and 2013, and the period from inception through March 31, 2014, the Company recognized impairment expense of $0, $27,000, and $0.2 million, respectively, related to the assets held for sale. The fair value of assets held for sale was estimated using a market approach, considering the estimated fair value for other comparable equipment which are Level 3 inputs. |
Convertible_Preferred_Stock_an
Convertible Preferred Stock and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2014 | |
Convertible Preferred Stock and Stockholders' Equity | ' |
Convertible Preferred Stock and Stockholders' Equity | ' |
8. Convertible Preferred Stock and Stockholders’ Equity | |
On April 19, 2013, the Company issued and sold an aggregate of 17,000,000 shares of Series A preferred stock at a price of $1.00 per share for proceeds of $16.9 million, which is net of issuance costs of $0.1 million, to funds affiliated with Longitude Capital and certain existing investors. Each share of Series A preferred stock issued in the financing was convertible into 0.143 shares of common stock as of June 30, 2013. Upon the closing of the financing, Patrick Enright of Longitude Capital became a member of the board of directors. | |
On May 29, 2013, the Company entered into a stock purchase agreement with Pfizer Inc. and issued and sold 6,750,000 shares of Series A-1 preferred stock at a price of $1.1560 per share. The purchase price was paid through the cancellation of all outstanding indebtedness, including accrued interest, under the Pfizer convertible promissory note, which had an aggregate balance, including accrued interest, of $7.8 million as of May 29, 2013. Each share of Series A-1 preferred stock issued in the agreement was convertible into 0.143 shares of common stock upon the closing of the Company’s IPO. | |
Upon the closing of the Company’s IPO on July 1, 2013, all of the outstanding shares of convertible preferred stock were converted into 9,210,999 shares of common stock. As of March 31, 2014, the Company did not have any convertible preferred stock issued or outstanding. |
Stock_Compensation
Stock Compensation | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Stock Compensation | ' | |||||||||||
Stock Compensation | ' | |||||||||||
9. Stock Compensation | ||||||||||||
2013 Stock Option and Incentive Plan | ||||||||||||
On June 7, 2013, the Company’s stockholders approved the 2013 Stock Option and Incentive Plan (the 2013 Plan), which became effective on June 25, 2013. The number of shares of stock reserved and available for issuance under the 2013 Plan is the sum of (i) 1,100,000, plus (ii) 54,129 shares originally reserved under the Company’s 2008 Incentive Stock Option and Restricted Stock Plan (the 2008 Plan) that became available for issuance under the 2013 Plan upon completion of the Company’s initial public offering, plus (iii) the shares underlying any awards granted under the 2008 Plan that are forfeited, canceled, held back upon the exercise of an option or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of stock or otherwise terminated (other than be exercise). Additionally, on January 1, 2014 and each January 1 thereafter, the number of shares reserved and available for issuance under the 2013 Plan shall be cumulatively increased by two and a half percent of the number of shares issued and outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the plan administrator. On January 1, 2014, the number of shares of stock reserved and available for issuance under the 2013 Plan increased by 383,935 shares. | ||||||||||||
Under the 2013 Plan the vesting of options granted or restricted awards given will be determined individually with each option grant. Stock options have a 10 year life and expire if not exercised within that period, or if not exercised within 90 days of cessation of employment with the Company. | ||||||||||||
The following table summarizes the activity relating to the Company’s options to purchase common stock for the three months ended March 31, 2014: | ||||||||||||
Number of | Weighted-Average | Weighted-Average | Aggregate | |||||||||
Options | Price | Remaining | Intrinsic | |||||||||
Per Share | Contractual | Value | ||||||||||
Term (Years) | ||||||||||||
(in thousands) | ||||||||||||
Outstanding at December 31, 2013 | 1,401,101 | $ | 9.59 | 8.95 | $ | 7,755 | ||||||
Granted | 67,000 | $ | 15.34 | |||||||||
Forfeited or expired | (2,871 | ) | $ | 1.54 | ||||||||
Exercised | (36,813 | ) | $ | 1.42 | ||||||||
Outstanding at March 31, 2014 | 1,428,417 | $ | 10.09 | 8.95 | $ | 8,348 | ||||||
The following table summarizes information about the Company’s stock option plan as of March 31, 2014: | ||||||||||||
Number of | Weighted-Average | Weighted-Average | Aggregate | |||||||||
Options | Price | Remaining | Intrinsic | |||||||||
Per Share | Contractual | Value | ||||||||||
Term (Years) | ||||||||||||
(in thousands) | ||||||||||||
Vested and expected to vest at March 31, 2014 | 1,367,576 | $ | 10 | 8.93 | $ | 8,107 | ||||||
Exercisable at March 31, 2014 | 615,061 | $ | 3.79 | 8.41 | $ | 7,075 | ||||||
As of March 31, 2014, there was approximately $7.6 million of unrecognized compensation cost related to unvested options, adjusted for forfeitures, which will be recognized over a weighted-average period of approximately 3.16 years. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes | ' |
Income Taxes | ' |
10. Income Taxes | |
There was no provision for income taxes for the three months ended March 31, 2014 and 2013 because the Company has incurred operating losses since inception. At March 31, 2014, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets due to its history of losses. Accordingly, the net deferred tax assets have been fully reserved. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Net Loss Per Common Share | ' | |||||
Net Loss Per Common Share | ' | |||||
11. Net Loss Per Common Share | ||||||
Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, warrants for common stock, stock options and unvested restricted stock are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. Interest expense for convertible debt that is dilutive is added back to net income in the calculation of diluted net loss per share. | ||||||
The shares outstanding at the end of the respective periods presented below, after giving effect for the 1-for-6.986 reverse stock split, were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: | ||||||
March 31, | December 31, | |||||
2014 | 2013 | |||||
Warrants for common stock | 277,690 | 277,690 | ||||
Common shares under option | 1,428,417 | 1,401,101 | ||||
Unvested restricted stock | 14,915 | 16,703 | ||||
Total potential dilutive shares | 1,721,022 | 1,695,494 |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
12. Subsequent Events | |
In May 2014, the Company entered into the third amendment to the operating lease agreement for its laboratory facility in Plymouth, Michigan. The amendment provides in part that (i) the expiration date of the term of the lease is extended from April 2014 to April 2017, (ii) the rentable laboratory space is adjusted to 3,045 square feet, (iii) the Company’s proportionate share of the landlord’s expenses and taxes is adjusted to 7.40% (iv) the Company may exercise its option to renew the lease for one term of three years through written notice to the landlord by February 2017 and (v) the annual base rent under the lease is decreased to approximately $37,000, subject to increase and adjustments provided in the lease. |
The_Company_and_Basis_of_Prese1
The Company and Basis of Presentation (Policies) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
The Company and Basis of Presentation | ' | |||
Basis of Presentation | ' | |||
Basis of Presentation | ||||
The accompanying condensed financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (GAAP). In the opinion of management, the Company has made all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s financial position and results of operations for the interim periods presented. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2013 and the notes thereto, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations for the interim periods are not necessarily indicative of the results to be expected for a full year, any other interim periods or any future year or period. | ||||
Reverse Stock Split | ' | |||
Reverse Stock Split | ||||
On June 11, 2013, in connection with its initial public offering (the IPO), the Company effectuated a 1-for-6.986 reverse stock split of its outstanding common stock, which was approved by the Company’s board of directors on June 5, 2013. The reverse stock split resulted in an adjustment to the Series A preferred stock and Series A-1 preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying financial statements and notes to the financial statements give effect to the reverse stock split for all periods presented. The shares of common stock retained a par value of $0.001 per share. Accordingly, stockholders’ equity reflects the reverse stock split by reclassifying from “common stock” to “Additional paid-in capital” in an amount equal to the par value of the decreased shares resulting from the reverse stock split. | ||||
Initial Public Offering | ' | |||
Initial Public Offering | ||||
On July 1, 2013, the Company completed its IPO whereby the Company sold 5,000,000 shares of common stock at a price of $14.00 per share. The shares began trading on the Nasdaq Global Market on June 26, 2013. On July 11, 2013, the underwriters exercised their over-allotment option in full and purchased an additional 750,000 shares of common stock at a price of $14.00 per share. The Company received approximately $72.2 million in net proceeds from the IPO, including proceeds from the exercise of the underwriters’ over-allotment option, net of underwriting discounts and commissions and offering expenses. Upon closing of the IPO, all outstanding shares of preferred stock converted into 9,210,999 shares of common stock; and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for 277,690 shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liability of $2.9 million to additional paid-in capital (See Note 4). | ||||
The following table summarizes the Company’s capitalization upon closing of its initial public offering: | ||||
Total common stock issued as of June 30, 2013 | 396,414 | |||
Conversion of Series A preferred stock into common stock upon closing of IPO | 8,244,781 | |||
Conversion of Series A-1 preferred stock into common stock upon closing of IPO | 966,218 | |||
Sales of common stock through IPO | 5,000,000 | |||
Common stock issued as of July 1, 2013 | 14,607,413 | |||
Issuance of common stock to underwriters due to exercise of over-allotment | 750,000 | |||
Total common stock issued as of July 11, 2013 | 15,357,413 |
The_Company_and_Basis_of_Prese2
The Company and Basis of Presentation (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
The Company and Basis of Presentation | ' | |||
Summary of the Company's capitalization upon closing of its initial public offering | ' | |||
Total common stock issued as of June 30, 2013 | 396,414 | |||
Conversion of Series A preferred stock into common stock upon closing of IPO | 8,244,781 | |||
Conversion of Series A-1 preferred stock into common stock upon closing of IPO | 966,218 | |||
Sales of common stock through IPO | 5,000,000 | |||
Common stock issued as of July 1, 2013 | 14,607,413 | |||
Issuance of common stock to underwriters due to exercise of over-allotment | 750,000 | |||
Total common stock issued as of July 11, 2013 | 15,357,413 |
Commitments_and_contingencies_
Commitments and contingencies (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Commitments and contingencies | ' | ||||||||||||||||
Summary of future minimum payments | ' | ||||||||||||||||
The following table summarizes the Company’s future minimum payments as of March 31, 2014: | |||||||||||||||||
Total | Less than | 1-3 Years | 3-5 Years | More than | |||||||||||||
1 Year | 5 Years | ||||||||||||||||
(in thousands) | |||||||||||||||||
Operating leases | $ | 535 | $ | 93 | $ | 197 | $ | 209 | $ | 36 | |||||||
Total | $ | 535 | $ | 93 | $ | 197 | $ | 209 | $ | 36 |
Investments_Tables
Investments (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Investments | ' | |||||||||||||
Summary of the Company's cash equivalents and investments | ' | |||||||||||||
March 31, 2014 | ||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||
Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||
Cash equivalents: | ||||||||||||||
Money market funds | $ | 357 | $ | — | $ | — | $ | 357 | ||||||
Short-term investments: | ||||||||||||||
U.S. treasury notes | 5,617 | 2 | — | 5,619 | ||||||||||
U.S. government agency securities | 2,446 | — | (1 | ) | 2,445 | |||||||||
Long-term investments: | ||||||||||||||
Certificates of deposit | 237 | — | — | 237 | ||||||||||
U.S. treasury notes | 5,526 | 7 | — | 5,533 | ||||||||||
U.S. government agency securities | 5,763 | — | (5 | ) | 5,758 | |||||||||
Total | $ | 19,946 | $ | 9 | $ | (6 | ) | $ | 19,949 | |||||
December 31, 2013 | ||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||
Cost | Unrealized | Unrealized | Fair | |||||||||||
Gains | Losses | Value | ||||||||||||
(in thousands) | ||||||||||||||
Cash equivalents: | ||||||||||||||
Money market funds | $ | 5,356 | $ | — | $ | — | $ | 5,356 | ||||||
Short-term investments: | ||||||||||||||
U.S. treasury notes | 2,071 | — | — | 2,071 | ||||||||||
U.S. government agency securities | 1,454 | — | — | 1,454 | ||||||||||
Long-term investments: | ||||||||||||||
Certificates of deposit | 238 | — | — | 238 | ||||||||||
U.S. treasury notes | 9,116 | 3 | (2 | ) | 9,117 | |||||||||
U.S. government agency securities | 8,187 | 1 | (5 | ) | 8,183 | |||||||||
Total | $ | 26,422 | $ | 4 | $ | (7 | ) | $ | 26,419 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Schedule of the Company's financial assets and liabilities that have been measured at fair value on a recurring basis | ' | |||||||||||||
Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||
(in thousands) | ||||||||||||||
March 31, 2014 | ||||||||||||||
Assets: | ||||||||||||||
Money market funds | $ | 357 | $ | 357 | $ | — | $ | — | ||||||
Available for sale securities: | ||||||||||||||
Certificates of deposit | 237 | 237 | — | — | ||||||||||
U.S. treasury notes | 11,152 | 11,152 | — | — | ||||||||||
U.S. government agency securities | 8,203 | — | 8,203 | — | ||||||||||
Total assets at fair value | $ | 19,949 | $ | 11,746 | $ | 8,203 | $ | — | ||||||
December 31, 2013 | ||||||||||||||
Assets: | ||||||||||||||
Money market funds | $ | 5,356 | $ | 5,356 | $ | — | $ | — | ||||||
Available for sale securities: | ||||||||||||||
Certificates of deposit | 238 | 238 | — | — | ||||||||||
U.S. treasury notes | 11,188 | 11,188 | — | — | ||||||||||
U.S. government agency securities | 9,637 | — | 9,637 | — | ||||||||||
Total assets at fair value | $ | 26,419 | $ | 16,782 | $ | 9,637 | $ | — |
Stock_Compensation_Tables
Stock Compensation (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Stock Compensation | ' | |||||||||||
Summary of activity relating to the Company's options to purchase common stock | ' | |||||||||||
Number of | Weighted-Average | Weighted-Average | Aggregate | |||||||||
Options | Price | Remaining | Intrinsic | |||||||||
Per Share | Contractual | Value | ||||||||||
Term (Years) | ||||||||||||
(in thousands) | ||||||||||||
Outstanding at December 31, 2013 | 1,401,101 | $ | 9.59 | 8.95 | $ | 7,755 | ||||||
Granted | 67,000 | $ | 15.34 | |||||||||
Forfeited or expired | (2,871 | ) | $ | 1.54 | ||||||||
Exercised | (36,813 | ) | $ | 1.42 | ||||||||
Outstanding at March 31, 2014 | 1,428,417 | $ | 10.09 | 8.95 | $ | 8,348 | ||||||
Summary of information about the stock option plan | ' | |||||||||||
Number of | Weighted-Average | Weighted-Average | Aggregate | |||||||||
Options | Price | Remaining | Intrinsic | |||||||||
Per Share | Contractual | Value | ||||||||||
Term (Years) | ||||||||||||
(in thousands) | ||||||||||||
Vested and expected to vest at March 31, 2014 | 1,367,576 | $ | 10 | 8.93 | $ | 8,107 | ||||||
Exercisable at March 31, 2014 | 615,061 | $ | 3.79 | 8.41 | $ | 7,075 |
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Net Loss Per Common Share | ' | |||||
Schedule of anti-dilutive securities excluded from the calculation of diluted net loss per share | ' | |||||
March 31, | December 31, | |||||
2014 | 2013 | |||||
Warrants for common stock | 277,690 | 277,690 | ||||
Common shares under option | 1,428,417 | 1,401,101 | ||||
Unvested restricted stock | 14,915 | 16,703 | ||||
Total potential dilutive shares | 1,721,022 | 1,695,494 |
The_Company_and_Basis_of_Prese3
The Company and Basis of Presentation (Details) (USD $) | 0 Months Ended | 74 Months Ended | 0 Months Ended | ||||||||
Jun. 11, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 02, 2013 | Jul. 11, 2013 | Jul. 02, 2013 | Jun. 11, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 11, 2013 | |
Common stock | Initial Public Offering | Initial Public Offering | Initial Public Offering | Initial Public Offering | Initial Public Offering | Initial Public Offering | Over-allotment option | ||||
Warrant | Common stock | Common stock | Convertible preferred stock | ||||||||
Additional paid-in capital | Warrant liabilities | ||||||||||
Reverse Stock Split | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio of outstanding common stock | 0.1431 | ' | ' | ' | ' | ' | 0.1431 | ' | ' | ' | ' |
Par value of common stock (in dollars per share) | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original issue price (in dollars per share) | ' | ' | ' | ' | ' | $14 | ' | ' | ' | ' | $14 |
Net proceeds from the IPO, including proceeds from the exercise of the underwriters' over-allotment option | ' | $72,194,000 | ' | ' | $72,200,000 | ' | ' | ' | ' | ' | ' |
Number of shares of convertible preferred stock converted into common stock | ' | ' | ' | ' | ' | ' | ' | 9,210,999 | ' | ' | ' |
Warrants exercisable into common stock (in shares) | ' | ' | ' | 277,690 | ' | ' | ' | ' | ' | ' | ' |
Reclassification of convertible preferred stock warrant liability to additional paid-in capital | ' | ' | ' | ' | ' | ' | ' | ' | $2,900,000 | ($2,900,000) | ' |
The_Company_and_Basis_of_Prese4
The Company and Basis of Presentation (Details 2) | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 11, 2013 | Jul. 02, 2013 | Jun. 30, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 11, 2013 |
Initial Public Offering | Initial Public Offering | Initial Public Offering | Over-allotment option | ||||||
Series A preferred stock | Series A-1 preferred stock | Common stock | |||||||
Movement in Company's capitalization upon closing of initial public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) | 15,394,226 | 15,357,413 | 15,357,413 | 14,607,413 | 396,414 | ' | ' | ' | ' |
Conversion of preferred stock into common stock upon closing of IPO (in shares) | ' | ' | ' | ' | ' | 8,244,781 | 966,218 | 9,210,999 | ' |
Common stock sold (in shares) | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 750,000 |
Balance (in shares) | 15,394,226 | 15,357,413 | 15,357,413 | 14,607,413 | 396,414 | ' | ' | ' | ' |
Debt_Details
Debt (Details) (USD $) | Apr. 19, 2013 | Feb. 28, 2013 | Jan. 31, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Feb. 28, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | 29-May-13 | Apr. 28, 2008 | Jul. 02, 2013 | 29-May-13 |
Series A preferred stock | 10% Convertible promissory notes | Short term convertible notes issued January 2012 | Short term convertible notes issued September and November 2012 | Short term convertible notes issued September and November 2012 | Short term convertible notes issued September and November 2012 | Short term convertible notes issued September 2012 | Short term convertible notes issued September 2012 | Short term convertible notes issued September 2012 | Short term convertible notes issued September 2012 | Pfizer Note | Pfizer Note | Pfizer Note | Pfizer Note | |
Series A preferred stock | Warrant | Series A preferred stock | Interest Expense | Interest Expense | Interest Expense | Series A-1 preferred stock | Series A-1 preferred stock | |||||||
Estimated fair value | Warrant | |||||||||||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | $15,700,000 | $6,000,000 | $9,700,000 | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' |
Interest rate (as a percent) | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | 8.93% | ' | ' |
Accrued interest | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible promissory notes into Series A preferred stock (in shares) | ' | 16,623,092 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,800,000 | ' | ' | ' |
Fair value of beneficial conversion feature | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount and beneficial conversion | ' | ' | ' | ' | ' | ' | ' | 0 | 200,000 | 300,000 | ' | ' | ' | ' |
Aggregate purchase price of warrants | ' | ' | ' | ' | ' | 9,700 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of warrants | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short term borrowings with related parties, net of debt discount | ' | ' | ' | $9,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,750,000 |
Share price of preferred stock (in dollars per share) | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.16 |
Number of shares of preferred stock converted into shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 966,218 | ' |
Warrants_Details
Warrants (Details) (USD $) | 3 Months Ended | 74 Months Ended | ||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Nov. 30, 2012 | Sep. 30, 2012 | Nov. 30, 2012 | Jul. 02, 2013 | Nov. 30, 2012 | Jul. 02, 2013 | |
Warrant | Warrant | Warrant | Warrant | Series A preferred stock warrant | Series A preferred stock warrant | Common stock | ||||
Estimated fair value | Estimated fair value | Estimated fair value | Estimated fair value | Warrant | ||||||
Short term convertible notes issued September and November 2012 | Short term convertible notes issued September 2012 | Short term convertible notes issued November 2012 | Short term convertible notes issued September and November 2012 | |||||||
Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value | ' | ' | ' | ' | $300,000 | $100,000 | $200,000 | ' | $300,000 | ' |
Warrants exercisable into stock (in shares) | ' | ' | ' | ' | ' | ' | ' | 1,940,000 | ' | 277,690 |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' |
Share price of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.99 |
Number of shares of common stock to be purchased against outstanding warrants | ' | ' | ' | 277,690 | ' | ' | ' | ' | ' | ' |
Loss related to the change in the fair value of the warrant liability | $0 | $42,000 | $2,554,000 | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_contingencies_1
Commitments and contingencies (Details) (USD $) | 1 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Feb. 28, 2014 | Mar. 31, 2014 |
Commitments and contingencies | ' | ' |
Term period of lease | '63 months | ' |
Operating lease period for monthly rent increasing in fixed monthly rent | ' | '12 months |
Operating lease period after which monthly rent increase | ' | '3 months |
Operating leases | ' | ' |
Total | ' | $535 |
Less than 1 Year | ' | 93 |
1-3 Years | ' | 197 |
3-5 Years | ' | 209 |
More than 5 Years | ' | $36 |
Investments_Details
Investments (Details) (USD $) | 3 Months Ended | 74 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Cash equivalents and investments | ' | ' | ' | ' |
Gross Unrealized Gains | $9 | ' | $9 | $4 |
Gross Unrealized Losses | -6 | ' | -6 | -7 |
Total, Amortized Cost | 19,946 | ' | 19,946 | 26,422 |
Total, Estimated Fair Value | 19,949 | ' | 19,949 | 26,419 |
Unrealized gains or losses | 16 | -25 | 292 | ' |
Reclassification out of accumulated other comprehensive income | ' | ' | ' | ' |
Cash equivalents and investments | ' | ' | ' | ' |
Unrealized gains or losses | 0 | ' | ' | ' |
Short-term investments | U.S. treasury notes | ' | ' | ' | ' |
Cash equivalents and investments | ' | ' | ' | ' |
Investments, Amortized Cost | 5,617 | ' | 5,617 | 2,071 |
Gross Unrealized Gains | 2 | ' | 2 | ' |
Investments, Estimated Fair Value | 5,619 | ' | 5,619 | 2,071 |
Short-term investments | U.S. government agency securities | ' | ' | ' | ' |
Cash equivalents and investments | ' | ' | ' | ' |
Investments, Amortized Cost | 2,446 | ' | 2,446 | 1,454 |
Gross Unrealized Losses | -1 | ' | -1 | ' |
Investments, Estimated Fair Value | 2,445 | ' | 2,445 | 1,454 |
Long-term investments | U.S. treasury notes | ' | ' | ' | ' |
Cash equivalents and investments | ' | ' | ' | ' |
Investments, Amortized Cost | 5,526 | ' | 5,526 | 9,116 |
Gross Unrealized Gains | 7 | ' | 7 | 3 |
Gross Unrealized Losses | ' | ' | ' | -2 |
Investments, Estimated Fair Value | 5,533 | ' | 5,533 | 9,117 |
Long-term investments | U.S. government agency securities | ' | ' | ' | ' |
Cash equivalents and investments | ' | ' | ' | ' |
Investments, Amortized Cost | 5,763 | ' | 5,763 | 8,187 |
Gross Unrealized Gains | ' | ' | ' | 1 |
Gross Unrealized Losses | -5 | ' | -5 | -5 |
Investments, Estimated Fair Value | 5,758 | ' | 5,758 | 8,183 |
Money market funds | ' | ' | ' | ' |
Cash equivalents and investments | ' | ' | ' | ' |
Cash equivalents, Estimated Fair Value | 357 | ' | 357 | 5,356 |
Investments, Amortized Cost | 357 | ' | 357 | 5,356 |
Certificates of deposit | Long-term investments | ' | ' | ' | ' |
Cash equivalents and investments | ' | ' | ' | ' |
Investments, Amortized Cost | 237 | ' | 237 | 238 |
Investments, Estimated Fair Value | $237 | ' | $237 | $238 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Assets: | ' | ' |
Total, Estimated Fair Value | $19,949 | $26,419 |
Transfer of assets between levels | 0 | ' |
Recurring fair value measurement | Level 1 | ' | ' |
Assets: | ' | ' |
Money market fund | 357 | 5,356 |
Total, Estimated Fair Value | 11,746 | 16,782 |
Recurring fair value measurement | Level 1 | U.S. treasury notes | ' | ' |
Assets: | ' | ' |
Available for sale securities | 11,152 | 11,188 |
Recurring fair value measurement | Level 1 | Certificates of deposit | ' | ' |
Assets: | ' | ' |
Available for sale securities | 237 | 238 |
Recurring fair value measurement | Level 2 | ' | ' |
Assets: | ' | ' |
Total, Estimated Fair Value | 8,203 | 9,637 |
Recurring fair value measurement | Level 2 | U.S. government agency securities | ' | ' |
Assets: | ' | ' |
Available for sale securities | 8,203 | 9,637 |
Recurring fair value measurement | Total | ' | ' |
Assets: | ' | ' |
Money market fund | 357 | 5,356 |
Total, Estimated Fair Value | 19,949 | 26,419 |
Recurring fair value measurement | Total | U.S. treasury notes | ' | ' |
Assets: | ' | ' |
Available for sale securities | 11,152 | 11,188 |
Recurring fair value measurement | Total | U.S. government agency securities | ' | ' |
Assets: | ' | ' |
Available for sale securities | 8,203 | 9,637 |
Recurring fair value measurement | Total | Certificates of deposit | ' | ' |
Assets: | ' | ' |
Available for sale securities | $237 | $238 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (Nonrecurring fair value measurement, USD $) | 3 Months Ended | 74 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Nonrecurring fair value measurement | ' | ' | ' |
Fair Value Measurements on a Nonrecurring Basis | ' | ' | ' |
Impairment loss related to the assets held for sale | $0 | $27,000 | $200,000 |
Convertible_Preferred_Stock_an1
Convertible Preferred Stock and Stockholders' Equity (Details) (USD $) | 74 Months Ended | 0 Months Ended | 0 Months Ended | ||||||
Mar. 31, 2014 | 29-May-13 | Jul. 02, 2013 | Apr. 19, 2013 | Jul. 02, 2013 | 29-May-13 | Jul. 02, 2013 | Jul. 02, 2013 | Jul. 02, 2013 | |
Pfizer note | Common stock | Series A preferred stock | Series A-1 preferred stock | Series A-1 preferred stock | IPO | IPO | IPO | ||
Common stock warrant | Pfizer note | Pfizer note | Common stock | Series A preferred stock | Series A-1 preferred stock | ||||
Convertible preferred stock and stockholders' deficit | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | ' | 17,000,000 | ' | 6,750,000 | ' | ' | ' |
Share price of preferred stock (in dollars per share) | ' | ' | $6.99 | $1 | ' | $1.16 | ' | ' | ' |
Proceeds from issuance of preferred stock, net of issuance costs | $40,799,000 | ' | ' | $16,900,000 | ' | ' | ' | ' | ' |
Stock issuance costs | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' |
Conversion rate | ' | ' | ' | 0.143 | ' | 0.143 | ' | ' | ' |
Outstanding principal amount | ' | $7,800,000 | ' | ' | ' | ' | ' | ' | ' |
Number of shares of convertible preferred stock converted into common stock | ' | ' | ' | ' | 966,218 | ' | 9,210,999 | 8,244,781 | 966,218 |
Stock_Compensation_Details
Stock Compensation (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2014 | Jun. 25, 2013 | Mar. 31, 2014 | Jun. 25, 2013 | |
2013 Plan | 2013 Plan | 2013 Plan | 2008 Incentive Stock Option and Restricted Stock Plan | |||
Stock compensation | ' | ' | ' | ' | ' | ' |
Shares reserved and approved for issuance | ' | ' | ' | 1,100,000 | ' | ' |
Shares reserved under previous plan and subsequently transferred to new plan | ' | ' | ' | 54,129 | ' | 54,129 |
Percentage of increase in the number of shares reserved and available for issuance | ' | ' | ' | 2.50% | ' | ' |
Increase in the number of shares of stock reserved and available for issuance | ' | ' | 383,935 | ' | ' | ' |
Expiration period | ' | ' | ' | ' | '10 years | ' |
Period from cessation of employment within which options expire if not exercised | ' | ' | ' | ' | '90 days | ' |
Number of Options | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of period (in shares) | 1,401,101 | ' | ' | ' | ' | ' |
Granted (in shares) | 67,000 | ' | ' | ' | ' | ' |
Forfeited or expired (in shares) | -2,871 | ' | ' | ' | ' | ' |
Exercised (in shares) | -36,813 | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | 1,428,417 | 1,401,101 | ' | ' | ' | ' |
Weighted-Average Price Per Share | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of period (in dollars per share) | $9.59 | ' | ' | ' | ' | ' |
Granted (in dollars per share) | $15.34 | ' | ' | ' | ' | ' |
Forfeited or expired (in dollars per share) | $1.54 | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | $1.42 | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | $10.09 | $9.59 | ' | ' | ' | ' |
Weighted-Average Remaining Contractual Term (Years) | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | '8 years 11 months 12 days | '8 years 11 months 12 days | ' | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars) | $8,348,000 | $7,755,000 | ' | ' | ' | ' |
Information about the stock option plan | ' | ' | ' | ' | ' | ' |
Number of Options, vested and expected to vest (in shares) | 1,367,576 | ' | ' | ' | ' | ' |
Number of Options, exercisable (in shares) | 615,061 | ' | ' | ' | ' | ' |
Weighted-Average Price Per Share, vested and expected to vest (in dollars per share) | $10 | ' | ' | ' | ' | ' |
Weighted-Average Price Per Share, exercisable (in dollars per share) | $3.79 | ' | ' | ' | ' | ' |
Weighted-Average Remaining Contractual Term, vested and expected to vest | '8 years 11 months 5 days | ' | ' | ' | ' | ' |
Weighted-Average Remaining Contractual Term, exercisable | '8 years 4 months 28 days | ' | ' | ' | ' | ' |
Aggregate Intrinsic Value, vested and expected to vest (in dollars) | 8,107,000 | ' | ' | ' | ' | ' |
Aggregate Intrinsic Value, exercisable (in dollars) | 7,075,000 | ' | ' | ' | ' | ' |
Additional disclosures | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost (in dollars) | $7,600,000 | ' | ' | ' | ' | ' |
Weighted-average period over which remaining unrecognized compensation cost will be recognized | '3 years 1 month 28 days | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Taxes | ' | ' |
Provision for income taxes | $0 | $0 |
Net_Loss_Per_Common_Share_Deta
Net Loss Per Common Share (Details) | 0 Months Ended | 3 Months Ended | 12 Months Ended |
Jun. 11, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Net Loss Per Common Share | ' | ' | ' |
Reverse stock split ratio of shares outstanding | 0.1431 | ' | ' |
Net Loss Per Common Share | ' | ' | ' |
Total potential dilutive shares | ' | 1,721,022 | 1,695,494 |
Warrants for common stock | ' | ' | ' |
Net Loss Per Common Share | ' | ' | ' |
Total potential dilutive shares | ' | 277,690 | 277,690 |
Common shares under option | ' | ' | ' |
Net Loss Per Common Share | ' | ' | ' |
Total potential dilutive shares | ' | 1,428,417 | 1,401,101 |
Unvested restricted stock | ' | ' | ' |
Net Loss Per Common Share | ' | ' | ' |
Total potential dilutive shares | ' | 14,915 | 16,703 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event, Third amendment to the operating lease agreement for laboratory facility in Plymouth, Michigan, USD $) | 1 Months Ended |
31-May-14 | |
item | |
sqft | |
Subsequent event | Third amendment to the operating lease agreement for laboratory facility in Plymouth, Michigan | ' |
Subsequent events | ' |
Adjusted rentable laboratory space (in square feet) | 3,045 |
Adjusted proportionate share of landlord's expenses and taxes (as a percent) | 7.40% |
Number of terms which Company may exercise to renew lease | 1 |
Lease renewal term | '3 years |
Annual base rent under new lease agreement | $37,000 |